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EXHIBIT 5
OPINION OF HORWITZ & BEAM RELATING TO
ISSUANCE OF SECURITIES PURSUANT TO THE
CONSULTING AGREEMENT
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LAW OFFICES OF
HORWITZ & BEAM
TWO VENTURE PLAZA, SUITE 350
IRVINE, CALIFORNIA 92008
(949) 453-0300
(310) 842-8574
FAX: (949) 453-9416
Gregory B. Beam, Esq. Patti L.W. McGlasson, Esq.
Lawrence W. Horwitz, Esq. K. William Pergande, Esq.
Lynne Bolduc, Esq. John Y. Igarashi, Esq.
Lawrence M. Cron, Esq. Christopher T. Jain, Esq.
Ralph R. Loyd, Esq. Matteo G. Daste, Esq.
Mark S. Dodge, Esq.
E-mail: [email protected] of Counsel
August 18, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: MCHENRY METALS GOLF CORP.
Ladies and Gentlemen:
This office represents McHENRY METALS GOLF CORP., a Nevada corporation
(the "Registrant") in connection with the Registrant's Registration Statement on
Form S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 160,000 shares of the Registrant's
Common Stock issued to Richard H. Walker for performance of certain advisory and
consulting services (the "Registered Securities"). In connection with our
representation, we have examined such documents and undertaken such further
inquiry as we consider necessary for rendering the opinion hereinafter set
forth.
Based upon the foregoing, it is our opinion that the Registered
Securities, when sold as set forth in the Registration Statement, will be
legally issued, fully paid and nonassessable.
We acknowledge that we are referred to under the heading "Legal
Matters" in the Prospectus which is a part of the Registrant's Form S-8
Registration Statement relating to the Registered Securities, and we hereby
consent to such use of our name in such Registration Statement and to the filing
of this opinion as Exhibit 5 to the Registration Statement and with such state
regulatory agencies in such states as may require such filing in connection with
the registration of the Registered Securities for offer and sale in such states.
HORWITZ & BEAM
/s/ Horwitz & Beam
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